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<br />selected by the City, regarding any action by a third party asserting that personnl injury, damages, <br />just compensation, restitution, judicial or equitable relief due to personal or property rights arises <br />hy rcason of the terms oC or effects arising from this Agreement. City may makt: all n:asonable <br />decisions "vith respect to its representation in any legal proceeding. <br /> <br />8, CONFIDENTIALITY <br /> <br />If COllSultant receives from the City information which due to the nature of such <br />information is reasonahly understood to be confidential and/or proprietary, Consultant agrees that <br />it shall not use or disclosc such information except in thc pcrformance of this Agreemcnt, and <br />fUliher agrees to exercise the same uegree of care it uses to protect its own information of like <br />importance, but in no event less than reasonabh: care. '''Confidential Information" shall include <br />all nonpublic information. Confidential infomlation includes uot only wrillen information, hut <br />also information transferred orally, visually, electronically, or by other means. Confidt:ntial <br />information disclosed to either party hy any subsidiary and/or agent of the other party is covered <br />by this Agreement. The Jureguing obligations of non-use and nondisclosure shall not apply to <br />any information that (a) has been disclosed in publicly available sources; (h) is, through no fault <br />ofthe Consultant disclosed in a publicly available source; (c) is in rightlcd possession of the <br />Consultant without an obligation of confidentiality; (d) is required to be disclosed by uperation uf <br />law; or (e) is independently developed by the Consultant without reference to infonnation <br />disclosed by the City. <br /> <br />9. CONFLICT OF INTEREST CLAUSE <br /> <br />Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect. which wuuld cunnict in any manner with performance of services specified under this <br />Agreement. <br /> <br />10. NOTICE <br /> <br />Any notice, tender, demand. delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by telcfacsimile or other telegraphic <br />communication in the manner provided in this Section, to the follo\ving persons: <br /> <br />To City: <br /> <br />Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />telefacsimile (714) 647-6956 <br /> <br />With courtesy copies to: <br /> <br />Executive Director of Finance and Management Services <br />Building Maintenance Division <br /> <br />4 <br />